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As part of the normal process associated with
forming a [corporation / limited liability company] (the "Company"),
certain matters must be completed. If you need any assistance with completing
them, please contact me.
The following steps should be taken:
1. Insurance. Notify your insurance company or companies that you have
formed a [corporation / limited liability company]. Examples of such
insurance companies include, but may not be limited to, the following: workers'
compensation; general public liability; and fire, property, and office contents
insurance.
2. Telephone. The telephone service should be listed in the name of the
Company. Contact your telephone company representative.
3. Associations. All societies and associations to which you belong
should be notified that you have formed a [corporation / limited liability
company] and that you intend to operate in such capacity in the
future.
4. Signatures. Whenever signing anything on behalf of the entity, you
must indicate representative capacity to avoid personal liability. For
example,
WRONG: XYZ entity
By ________________
Mary Smith
RIGHT: XYZ entity
By ________________________
Mary Smith, PRESIDENT
5. Credit cards. Credit cards should be issued in the name of the Company
and should be used for all Company purposes, which include, but are not limited
to, the following: travel and entertainment, acquisition of supplies and
equipment, and payment of miscellaneous expenses normally associated with
Company purposes.
6. Personal expenses. If at any time you personally expend any sum or
sums for the benefit of the Company, it is suggested that the Company issue a
check reimbursing you for any such expenses incurred. For example, if you make a
payment for and on behalf of the Company, you may merely deliver the receipt to
the Company and, in exchange, receive a check as payment in full for that
expense. You are, however, requested to confer with your accountant regarding
specific procedures to be used.
7. Stationery. All letterheads, envelopes, receipt forms, and other paper
supplies should be ordered in the name of the Company or any assumed name
adopted by the Company.
8. Bank accounts.
a. Checking. It will be necessary for you to open a checking account
for the Company. Depending on the preference of your accountant, you may wish to
open two accounts. Specifically, one checking account may be used for the
general income and expenses of the Company, and the other checking account may
be used for employment expenses.
b. Savings. Subject to your preference to use a savings account, you
may wish to open a savings account that will be the depository of funds in
excess of the amount necessary to pay expenses of the Company.
9. Checks. When you open the checking account for the Company, be certain
to order checks that have been approved by your accountant. In this regard, you
may wish to special order a specific form of check that will provide a space for
a memorandum of the payment or space for the wages withheld, etc. Your
accountant may recommend that you utilize computer based software programs that
permit you to print checks directly from your computer and input the information
into a software accounting package.
10. Bookkeeping. Confer with your accountant about the specific form of
bookkeeping procedure to be used.
11. Assets. If you have not already done so, please provide me with a
list of all assets that will be transferred by you to the Company.
12. Motor vehicle. Subject to the preference of your accountant, you may
wish to either transfer your automobile to the Company or have the Company
reimburse you for your use of the vehicle for and on behalf of the
Company.
13. Miscellaneous insurance. You should review your present insurance
coverage with your insurance representative. Specifically, you should review
your life, disability, health, and accident insurance.
14. Michigan annual report/statement. It is the duty of each Company to
file an annual report with the State of Michigan. Failure to file the report in
a timely manner will result in penalties being imposed and, further, may result
in the inadvertent dissolution of the Company.
15. Maintenance of company books and records. Each Company must keep
books and records of accounts and minutes of proceedings of its shareholder and
director meetings. A Company record book is now being prepared and will be
maintained at our offices and updated with minutes of the annual meetings of
shareholder(s) and director(s)/members on a regular basis for your benefit. If
you prefer to have possession of the Company record book and update the minutes
annually as required by law, please advise.
[For corporations:]
16. Corporate shareholder meetings. Shareholders control the policies of
the Company through their power to vote for directors and for other corporate
changes. At least once each year the Company must cause a financial report of
the Company for the preceding fiscal year to be made and distributed to each
shareholder within four months after the end of the fiscal year. The report must
include the Company's statement of income, year-end balance sheet, and, if
possible, a statement of source and application of funds. The Company's
activities and financial report should be presented at the annual meeting of
shareholder(s), at which time there should be an election to the board of
directors.
[For corporations:]
17. Corporate director meetings. The board of directors is charged with
the duty and responsibility of managing the business and affairs of the Company,
determining corporate policies, and selecting officers and agents who carry on
the day-to-day operations of the Company. An annual meeting must be held each
year.
[If the Company previously conducted business as a sole proprietorship or
general partnership:]
18. Notice regarding formation of Company. You must inform your customers
or other vendors with whom you have conducted business that you have formed the
Company and clearly indicate you are not conducting business in the former
manner.
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